Ingram Micro (INGM) CFO awarded 37,833 RSUs and has shares withheld for taxes

Rhea-AI Filing Summary

Ingram Micro Holding Corp Executive VP & CFO Michael Zilis reported equity compensation activity and related tax withholding in company stock. On March 4, 2026, he received a grant of 37,833 restricted stock units (RSUs), each representing one share of common stock upon vesting, increasing his direct holdings to 277,064 shares.

The RSU grant vests in three equal annual installments beginning on March 4, 2027 and ending on March 4, 2029. On March 3, 2026, 2,601 shares of common stock were withheld at $21.35 per share to satisfy tax obligations tied to RSUs granted on March 3, 2025, which the company notes was not a discretionary trade. An additional 28,250 shares are held indirectly through the Michael and Erin Zilis Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zilis Michael

(Last) (First) (Middle)

3351 MICHELSON DRIVE

SUITE 100

(Street)

IRVINE CA 92612-0697

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingram Micro Holding Corp [ INGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		F		2,601(1)	D	$21.35	239,231	D
Common Stock	03/04/2026		A		37,833(2)	A	$0	277,064	D
Common Stock								28,250	I	By Michael and Erin Zilis Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations related to the issuance of Common Stock to the Reporting Person upon the vesting of restricted stock units ("RSUs") granted on March 3, 2025, and does not represent a discretionary trade by the Reporting Person.

2. On March 4, 2026, the Reporting Person received a grant of 37,833 RSUs, which vest in three (3) equal annual installments, beginning on March 4, 2027, and ending on March 4, 2029. Each RSU represents the right to receive one (1) share of Common Stock upon vesting of the unit.

	/s/ Augusto Aragone, Attorney-in-Fact	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Ingram Micro (INGM) CFO Michael Zilis report?

Michael Zilis reported an equity award and a tax-related share withholding. He received 37,833 RSUs and had 2,601 shares withheld to cover taxes from earlier RSUs, resulting in updated direct and indirect ownership positions in Ingram Micro common stock.

How many RSUs did the Ingram Micro (INGM) CFO receive and how do they vest?

The CFO received 37,833 RSUs, each convertible into one share of common stock. These RSUs vest in three equal annual installments on March 4, 2027, March 4, 2028, and March 4, 2029, aligning the executive’s compensation with longer-term company performance.

Was the share disposition in the Ingram Micro (INGM) Form 4 a discretionary sale?

No, the Form 4 states 2,601 shares were withheld to satisfy tax withholding obligations related to vesting RSUs granted on March 3, 2025. It explicitly notes this withholding does not represent a discretionary trade by the reporting person in the open market.

What are Michael Zilis’ direct and indirect share holdings in Ingram Micro (INGM)?

Following the reported transactions, his direct ownership increased to 277,064 shares of common stock. In addition, 28,250 shares are reported as held indirectly through the Michael and Erin Zilis Trust, reflecting both personal and trust-based ownership stakes.

What does the RSU grant mean for Ingram Micro (INGM) executive compensation?

The 37,833 RSU grant ties a portion of the CFO’s compensation to future company performance. Because the RSUs vest over three years, from 2027 through 2029, they encourage longer-term retention and alignment with shareholder interests as shares are delivered over time.